Upside Down
by sulietsexual
Summary: JP and the Library transport Laura into an alternate reality, where she finds a much different Carmilla than she is used to. An alternate take on Carmilla's characterisation in the Alt World of Season 3. Follows the canon events of the episodes it covers.


Author's Note: Basically, I hated the characterisation of Carmilla in the Alt World. I found her ridiculously out of character, even for an Alternate Version of herself. And I really despised that her weaker aspects were so completely played up and overblown. So, this was my attempt to offer a different take on Alt!Carm.

* * *

"Oh no! Quick, Frosh, we gotta hide!"

Before Laura could react, LaFontaine disappeared behind the stacks, whatever was coming scaring them enough that they apparently felt the need to flee. Laura looked around for something which would hide her tiny frame, but before a suitable hiding spot could be located, the library door flew open with a resounding _crack_ , and a drunken, dishevelled Carmilla staggered through, blood dripping from her mouth and what looked like the remnants of human flesh smeared across her hands. Her thighs were wrapped in sheer tights, reminiscent of when Laura had first met her, and her black shorts and translucent black top clung to her body like a second skin.

Laura hurriedly ducked down behind the same armchair she and Carm had once comforted one another on in the real world, and mentally berated herself for not finding a more original or effective hiding spot.

Carmilla stumbled past Laura, not even registering the tiny blonde, and crashed into the desk, causing the computers and recording equipment to shake precariously. She turned slightly, wiping at her mouth, and as the light caught her face, Laura caught a glimpse of Carmilla's eyes. The sudden realisation of just how bad this world had become hit her like a blow to the chest, stealing away her breath and making her feel like iron bands were encircling her lungs.

Because Carmilla's eyes, eyes which in Laura's world were filled with love and affection and determination, eyes which set her on fire and made the world disappear, eyes which Laura knew so well and so deeply, those eyes were empty, alarmingly empty, hollow pools of apathy. There was an absence in them, an absence of feeling, of emotion, of life. Carm's eyes burned black, staring into an abyss, seemingly seeing the abyss stare back, as if whatever had happened in this world had robbed the vampire of any lingering traces of humanity.

Laura longed to call out to her, but her voice refused to work, Carmilla's name a strangled choke catching in her windpipe. Yet Carmilla's ears seemed to pick up the tiny sound, her head twitching to the side in a quick, cat-like motion. She started to turn towards the chair, bloodied lips curled over her bared teeth, and, for the first time in what felt like forever, Laura felt a flicker of fear towards the vampire who seemed so altered in this world.

Before Carmilla could discover her former paramour, the door to the Library swung open again, this time softer, with almost an elegant touch, and Mattie strode through, regal and arrogant as ever, blood caked in the corners of her mouth and red streaks running down her delicate designer dress.

"Not that I don't appreciate a good slaughter as much as the next girl, Carm," Mattie sighed, wiping at the red rivulets on her dress. "But perhaps next time we could find students who don't fight back _quite_ so much. The desperate ones make for very … _messy_ eating, and contrary to popular belief, my wardrobe is not limitless."

Carmilla smiled lazily, almost cruelly, apparently relishing the memory of fresh blood and screams, as she raised a hand to her mouth. She ran her tongue over her crimson-stained lips, a look of pleasure briefly flitting across her features and an unmistakeable trace of bloodlust glinting in her otherwise empty eyes, as she licked the remaining blood from her wrist. Laura swallowed the bile which was rising in her throat, as Carmilla opened her mouth to speak.

"You can't really blame them, Mattie. Mother has this place in utter terror. They may be fools for fighting back, but they're only doing so because they have nothing left to lose. Hopelessness does have a way of making the masses desperate."

"Well, no matter," Mattie said, straightening up and running a finger under Carmilla's chin. "I'm just relieved you aren't moping around, pining for yet another one of your hopeless romantic quests. When Maman called, I imagined I would find you buried under the ground again, all over some foolishness. Like that corset in the eighteen hundreds you were head over heels for. Well, we all know how well that turned out. So, I must say, I am _pleasantly_ surprised you're taking this one so well. Fresh blood always _is_ helpful when it comes to helping one forget … unpleasantness."

Laura thought she saw a brief spasm of pain flit across Carm's face for an instant, but it was gone so quickly it could have been a figment of her hopeful imagination.

"It's not like that, Mattie."

"No?" Mattie replied, an amused smile playing on her lips. "Then explain it to me, darling."

Carmilla shrugged, the empty look in her eyes becoming more pronounced. "It's nothing, its … look, if Mother is determined to take away everyone I ever cared about … well, then I decided the smart move would be to not care at all."

Mattie threw back her head and laughed, the deep, amused sound all too familiar to Laura's ears.

"Well, I'm glad you're finally wising up, Kitty Cat," she said. "Much better to leave these humans to their destruction and their filth and walk amongst the Gods, the way you were always supposed to. Revel in the blood, Mircalla, the way we did when we travelled the continents. These girls, these _mayflies_ come and go but you, darling girl, are eternal. Dark as the night and terrible."

"Did you know?" Carmilla's voice cracked with what sounded close to regret. "What Mother was doing with them?"

"You mean did I know she was feeding Nemo's friend down there five girls every twenty years? Of course I knew. The Board decided a long time ago that it was the best thing for everyone."

"Then how could you – "

"That _thing_ down there must be kept contained, darling. God help us all if it ever gets out. Five girls every twenty years is hardly a high price for the safety of the world. And that's what we're talking about, Mircalla. Make no mistake. And as it is, it's only five girls. More people die from dog bites every year. Hell, more people die from _me_ every year. So, you just keep playing your part, my dangerous girl. And reap the rewards." A delighted smile lit up Mattie's cruel features as she affectionately stroked Carmilla's cheek. "Speaking of which, I have a treat for you. Wait here."

With that, she vanished out the door. Laura hunkered behind the armchair, her heart pounding so loudly she was sure Carmilla would hear the wild beating coming from her chest. But the vampire wasn't paying attention to her. Laura watched as Carmilla stood still for a moment, watching the closed door as if waiting for Mattie to suddenly rematerialize, the way she did now in Laura's reality.

Carmilla seemed to listen for Mattie's return for several moments, before accepting that she had gone. She crossed the room and, to Laura's surprise, sat herself down in front of the computer, turning on the box and switching the webcam on. Laura craned her neck, trying to get a better glimpse of Carmilla without alerting the vampire to her presence.

"Well, here we are again, Cupcake," Carmilla's voice was weary, tinged slightly with disdain. Laura's heart started to flutter at the sound of the familiar nickname.

"I don't even know why I'm still doing this," Carm continued. "I guess you would say it was for _posterity's sake_." She gave a low, wry chuckle. "Yeah, posterity can bite me."

She sat silently for a few minutes, looking pensive. Laura longed to let Carmilla know she was there, yet the Carmilla in this world was not the Carmilla she knew and loved. This Carmilla harkened back to the first time Laura had met her, harsh and violent, almost frightening in her apathy. This was a Carmilla who had truly given up on all hope. Laura shifted in her hiding space, and waited for the dark haired vampire to start speaking again, curious as to what thoughts were clouding her troubled mind.

Carmilla rested her forearms on the desk, leaning over the monitor with a heavy world-weariness.

"All those girls," she murmured, her voice cracking with regret and something which sounded close to sorrow. "They followed me, blindly, lambs to the slaughter. Never knowing what dark fate awaited them. God, if I had known … so many girls. All gone. Trapped by that _thing_ down there." Another low, broken laugh escaped the vampire's lips. "What fools they were to trust someone like me … what a fool you were, Cupcake."

Laura's heart felt uncomfortably heavy, something stirring within her. She could see clearly what had happened in this timeline, the guilt of Carmilla's hand in feeding the monster that lurked below seemingly driving away any semblance of humanity in her.

And yet, here sat the vampire, hollow and defeated, but still caring enough that she continued to feel the weight of her regret.

"You were special, Creampuff," Carmilla's voice shook slightly. "All your talk of justice and us all deserving better. You really tried. But you were never going to be a match for Mother…" a small sigh escaped Carmilla's lips. "I'm sorry, Cupcake. For you. For what happened to you. For what happened to them. So many lives, such a waste … El was right. I'm a monster."

Laura's heart fluttered, as she realised that maybe there was hope for this Carmilla, that the vampire hadn't lost herself so completely that she didn't care anymore. Maybe she could be brought back, maybe she didn't have to continue to descend into apathy and violence. Maybe Laura could show her that there was still hope.

Shaking slightly, Laura slowly got to her feet, and started to walk towards the dark haired beauty, who was now leaning her head against her hands, still unaware of her lover's presence. Laura could feel her blood pumping in her veins, her stomach wound in tight knots, uncertain as to the reception she would receive. She stopped a couple of feet behind the vampire, and steadied her breathing, preparing herself.

"Carm?"

The vampire's head lifted instantly, and Laura thought she could practically see the hairs on the back of Carmilla's neck stand on end. Slowly, almost as if she was unsure of who or what she wanted to see, Carmilla turned around, her empty eyes taking in Laura, who thought she saw a flicker of life reflect in them.

The two women stared at one another, silence stretching between them as Carmilla sized her up. Laura smiled uncertainly, and shifted awkwardly from foot to foot.

"Well," Carmilla finally said. "I wondered when I'd start seeing you, Cupcake."

Laura tilted her head in confusion, but the vampire continued speaking.

"I suppose it was only a matter of time. El appeared almost the minute mother buried me. All that darkness, all that blood … it was … it decimated me. I thought she appeared to punish me … but in the end, she was the only comfort I had while I rotted under the earth." Carmilla chuckled wryly. "Is that what you're here for, Cupcake? To comfort me? Or to condemn me with those self-righteous eyes of yours? Doesn't matter. It's not like you're ever really coming back."

She turned away, but Laura took another step towards her, cautiously placing a hand on the vampire's shoulder. Carmilla jerked away, fluidly slipping out of her chair and turning to stare at Laura, the expression on her face no longer uncaring, but almost scared.

"Carm …" Laura took a step towards her, but Carmilla stepped back. "Carm, it's really me. I'm here." She cautiously reached for Carmilla, taking the vampire's cold hand in hers, and gently pressing it to her heart. "See? I'm here. I'm real."

"Laura?" Carmilla's voice was low, her eyes widening in shock. "Laura … how are you here?"

"It's a … long story, involving the Library and a … well let's just call him an _old_ , old student."

"But … you're here? You're really here?" Carmilla's eyes were still wide with shock, but Laura thought she saw something of the old affection spark to life in them, as Carmilla's fingers gently probed her breastbone, as if seeking reassurance that the heart that beat beneath was real.

"Yeah, Carm. I'm really here," Laura smiled gently. "And I was sent here for a reason. And you're part of that reason."

A small smile appeared at the corners of Carmilla's mouth. "Come to try and save us all again, Cupcake?"

"Something like that," Laura smiled back.

"Well, it's nice to hear you're still playing the same tired tune," Carmilla's tone was flippant, but something deeper shone in her eyes, indicating a pain which lurked beneath the surface.

Laura took a tentative step towards the vampire, but the moment was broken as the Library door opened once more, and Mattie strode back through, something dark and red clutched in her elegant hand.

"Well, well," Mattie said, stopping short at the sight in front of her. "And what in all that is unholy is going on here?"

Laura reluctantly stepped away from Carmilla and turned to Mattie. Even in this world the statuesque vampire still stirred feelings of terror in her.

"Yes. Mattie. Hi. So, funny story, but – " Laura suddenly stopped, noticing clearly for the first time what was clutched in Mattie's hand. "Wait – is that a _human heart_?"

Mattie glanced down at the crimson organ in her hand and raised her arm so that it caught the light. "Oh, this? Merely a present for Carm. She always did enjoy a fresh virgin's heart." An evil grin spread across Mattie's face.

Bile rose once more in Laura's throat, but she choked it back down, reminding herself that this was a Carmilla she did not know and should not judge.

"Well,it's funny you should mention hearts …" Laura began. "Because I've been sent here for a very specific reason. I'm here to save Silas from an unspeakable fate."

Mattie laughed darkly. "Oh, sweetie. Silas _is_ an unspeakable fate."

She moved so fast Laura barely registered the movement, and suddenly found herself in an iron vice, Mattie's talon-like nails digging into her flesh, teeth bared as she leaned in towards her. Carmilla was on her feet, crouched as if she were about to spring forward, her dark eyes on Mattie.

"The Dean!" Laura cried out in desperation, wondering if she was about to become vampire chow. However, her words stopped both vampires, who looked at her in shock.

"What did you just say?" Mattie snarled, still holding Laura's arm tightly, close enough that Laura could smell the blood on her breath.

"The Dean! Look, I don't know how exactly in this universe, but she's gonna open up the Gates of Hell, which will definitely involve killing the Board members and also be pretty bad for the rest of us."

Mattie's grip tightened on her arm, and Laura desperately searched for the right words, her voice cracking slightly in her desperation. "And I know you don't know me, but I know you, and I'm willing to bet you don't want to trade in your _haute couture_ and tickets to the Bolshoi for a pit of fire. Because, yeah, you're evil, but you're not _immolate-the-planet_ evil."

Laura glanced at Carmilla as she spoke, noticing a small smile playing at the corners of the vampire's lips, as if Carmilla was entertained by her words. She was suddenly reminded of Carm's amusement when she had fought back against Will, all those months ago, in a dorm room far, far away.

Mattie glared at Laura in suspicion, but released her grip.

"Alright Darling. Say I did believe you. Maman is definitely up to something, and concern for collateral damage isn't really her style. But why shouldn't Carm and I wrap you like a box of Knipschildt Truffles and hand you over to save our own skins?"

Mattie took a menacing step towards Laura, but Carmilla moved in between the two, staring down Mattie with a look of defiance.

"I won't let you hurt her, Mattie," she said, her voice low, but laced with an edge of danger and threat.

Mattie stopped short and raised an elegant eyebrow, an amused smile playing on her lips. " _Let_? Who are you kidding, Kitty Cat? Unless you have some sort of wild trick stashed somewhere in your _deshabille_ , you're out of your league."

"Doesn't matter," Carmilla replied, the same hint of danger in her tone.

Mattie threw her head back and laughed richly, the amused sound echoing through the cavernous Library.

"Well, that's certainly more fight than I've seen in you in a long time, Mircalla. But fine. I can always dispose of the mayfly later." She turned to Laura. "Alright, Time Warp. Explain to us how you mean to save us from Maman's nefarious plans and I _might_ refrain from turning you into red mist."

Laura breathed a low sigh of relief and dropped down into a chair, hurriedly spilling out the entire story to her now very attentive audience, being careful to omit any mention of Mattie's murder, lest she incur the vampire's wrath.

Carmilla arranged herself in the opposite chair, her eyes fixed on Laura, but Mattie remained on her feet, pacing back and forth and casting the occasional suspicious look at her.

"And so," Laura said breathlessly, reaching the end of her explanation. "We've found this magical spell to stop your mother, but we're missing a … key ingredient."

Mattie tilted her head slightly, giving Laura an appraising look, as if contemplating her words. "So, if you can get your hands on this … ingredient, not only will Maman be unable to unleash her Hell on Earth, but you could stay here with Carm, and keep her … entertained … which would mean I could be back in Rabat before tomorrow's dinner service at Dar Naji?"

"Uhhh, sure," Laura replied, somewhat nonplussed by Mattie's agreeable attitude.

"Well, then, let's rustle you up this ingredient!"

"Yes, well, that's the thing," Laura took a deep breath. "The ingredient is sorta kinda … Baron Vordenberg's heart."

Carmilla raised a delicate eyebrow, and glanced at Mattie, who looked as if all her Christmases had come at once.

"So, what you're saying," Mattie said. "Is that in order to save the world, you'd have to brutally rip an organ out of a doddering, harmless old man?"

"Seems that way, yeah," Laura replied, the sickening feeling she associated with murder creeping into her stomach, making her insides churn.

"Oh, this is going to be more fun than I thought!" Mattie said delightedly. "Can I do it?"

Laura's heart leaped at the words, and she turned to Mattie, a look of relief and joy spreading across her features. "Would you?!"

Mattie threw them a terrifying smile and winked, before sweeping out the door, her laughter trailing behind her. Laura let her shoulders drop in relief, and turned to Carm, who was looking somewhat bemused by everything happening around her.

"Well," Laura said. "That was easier than I thought."

"Mattie's never been opposed to getting her hands dirty," Carmilla said, an affectionate smile playing on her lips. She looked back and Laura, seemingly struggling internally with something, looking almost as if she wanted to ask Laura a question, but was afraid of the answer.

"Carm … what is it?" Laura asked, wondering what was making the vampire look so unsettled.

"It's nothing, it's just … in your world, the one you came from … did I – "

Carmilla's question was cut short by a burst of screeching static. Laura bent over in agony, as the feedback reverberated against her skull, making her feel like her brain was about to explode.

"Laura!"

Through her pain, Laura registered the note of concern in Carmilla's voice, and suddenly hands were on either side of her head, gently cupping her face, trying to ease her pain. Laura allowed herself a brief moment to savour the sensation of Carmilla's skin on hers, before pulling herself up and concentrating on the computer screen.

As the interference faded, JP's avatar appeared in the lower corner of the screen, flickering on and off, as the connection struggled to maintain itself.

"JP?"

"Yes, Miss Hollis. Are your plans underway?"

"Yeah, Mattie has gone to get the heart," Laura glanced at the close Library door as she spoke. "She should be back soon."

"And you're sure Ms Belmonde can be … trusted to return with the heart?"

"No, but I trust that she wants me to stay here and help Carm. And that she'd rather not have her mother end the world." Laura exchanged small smiles with Carmilla at the last words.

"Good. As soon as the heart is close enough to you and the rest of the talismans, the Library and I will collapse the pocket and – and – " JP's avatar started to flicker alarmingly fast, lines of static flashing across the screen as his avatar flashed red "And-and-and-and-and – "

"JP?" Laura cried in alarm. "JP, are you okay?"

"I'm sorry – sorry, something is happening-ing-ing … in our continuity that is," Red flashes intercut with static filled the screen, as JP's avatar flickered alarmingly fast. "Painful. Hurry! I think our Dean has discovered our plan – "

JP was suddenly cut off, his avatar disappearing from the screen, which filled with static, before suddenly returning to its' normal state.

"Weird," Carmilla murmured. "I think I know that guy. Didn't he disappear in the stacks back in 1908 or something?"

"Wow, I'm – surprised you remember that," Laura said, glancing curiously at Carmilla. As worried as she was about JP, she still wanted to know what Carmilla was going to ask her before JP's somewhat terrifying appearance. "So, um, you were going to ask me something?"

"It's nothing, really," Carmilla chewed nervously on her bottom lip. Laura was struck at how vulnerable the vampire suddenly looked. Certainly far more vulnerable than Laura had ever seen her look before.

"I was just wondering … where you're from, that time, that world … did I really defy Mother?"

Laura smiled at her brave vampire and nodded. "Head of the charge."

A delighted smile broke out on Carmilla's face, a hint of bloodlust reflecting briefly in her eyes. "So, do you think you can win again, Cupcake?"

"Honestly, I don't know," Laura sighed. "I'm not quite as … gung-ho as I once was. And it's not like the Dean has a whole bunch of weaknesses."

"No," Carmilla agreed, her shoulder dropping, all traces of delight gone from her face. "I mean, you've got nothing to lose when your heart is buried."

Laura's own heart gave a quick thud, her brain suddenly switched on and alert. "What was that?"

Carmilla tilted her head to the side, looking slightly startled by the sudden change in Laura's demeanour.

"When your heart is buried," she repeated. "It's a story Mother told me after my internment, when I couldn't stop thinking about – about El. There was this god … Ishtar or Astarte or – "

"Inanna?"

"Yes, that was it, Inanna. She lost her love. So she descended into the Underworld – "

"Through seven Gates?"

Carmilla nodded. "Yes, to get them back. Only the other gods stopped her and cast her out and now she loves no one and nothing ... because her heart is buried."

Laura felt stunned, the revelation of the Dean's true motives creating a heaviness in her chest. "So … that's what she wants. Not to rule … to have her love returned," Laura glanced at Carmilla, wondering how she herself would feel if she ever really lost her love. "That's … awful. I mean, totally not a justification for the end of all life on the planet, but …"

"I don't know," Carmilla murmured. "I mean, I wish I could say that I didn't relate, but …" she let her sentence trail off, but the look she gave Laura was full of unspoken tones.

"Carm, I – "

Laura was interrupted by the sound of the Library door opening once more, as Mattie strode through, holding something behind her back, new red stains running down her dress. She smiled mockingly at Laura and Carmilla.

"Well, isn't that darling," she purred. "That's enough to make a girl reconsider her stance on pets."

Ignoring Mattie's jab, Laura sat up in her chair, an expectant look upon her features. "Did you get it? I mean, did you – "

"Did I tear through that lying old windbag like tissue paper?" She gave a wicked chuckle. "Absolutely. Someone has spun his last yarn on the Austro-Hungarian War."

She brought her hand out from behind her back, the heart wet and glistening in her hand, a brilliant shade of crimson against Mattie's smooth, ebony skin.

Laura fought back the urge to hurl her lunch, and grimaced. "That is … graphic."

Mattie smiled cruelly. "So, what's next, Parallel Girl?"

Laura fought back another grimace and reached for the heart. "Well, we gather all four Talismans together and – "

"Wait!" Mattie suddenly stopped, something apparently catching her eye. Her hand stopped mid-reach, the heart just beyond Laura's fingertips. "Is that my locket?"

Laura's stomach dropped, a horrible feeling suddenly building in her chest. She glanced behind her, to where the broken locket sat upon the Book. Carmilla had also glanced at the locket, and now both vampires had their dark eyes fixed on her. Laura fumbled to find her words.

"Well … yes, but …"

Mattie took a step closer, her eyes darkening as she took in the details of the locket. "And it's _broken_? Why is my locket broken, little girl?"

"Laura … ?" Carmilla's voice was low, a hint of danger in her tone. "Laura, why do you have that?"

Laura felt her mind fill with panic as she struggled to choke out an explanation. "It's not what you think!"

Mattie's face was hard, devoid of any of her previous delight. Her eyes burned into Laura's, as rage etched its way onto her features. "Oh, really? So I definitely shouldn't be upset that my heart isn't in the locket? Even if there's no way to remove it without, say, _killing me_?"

Carmilla stood up, moving backwards away from Laura, her features harsh and unforgiving. "Laura, _what did you do_?"

"Oh, God …" Laura moaned, overcome with fear and regret.

An unearthly screeching suddenly pierced her ear drums, as the computer screen filled with static and JP's avatar reappeared in the corner, flashing red and black, his expression scared and tortured.

"LAURA!" he yelled, his voice full of panic. "You need to – you need to hurry, the Dean – the Dean, she's – she's here, and – "

Laura turned to the two vampires, imploring, her hand outstretched towards the heart, which was still clutched in Mattie's grasp. "We're running out of time! You have to give me the heart!"

Mattie remained stationary, her voice hard and unforgiving. "Did you – in the other world – did you _murder me_?"

Laura shook her head helplessly. "I'm sorry, I – "

"Sorry?" Mattie snarled, her voice full of wrath. "Oh, you haven't _begun_ to be sorry!"

Mattie held the heart up for a split second, allowing Laura to get a full glimpse of her last saving grace, before crushing it between her fingers, the crimson organ imploding inside the vampire's iron grip. She threw the remnants of the heart on the ground and deliberately ground her heel into the red mess.

"No!" Laura cried, watching her final hope disappear under Mattie's heel. "NO!"

She turned back to the screen, as the sound of screeching static filled her ears again and JP's avatar started to flicker so fast she could barely make out the tortured expressions on his face. "JP, you have to jump me again!"

As the world started to dissolve around her, Laura caught one last glimpse of the two vampires, Mattie's face full of rage, Carmilla's once more empty, the abyss burning deep in her dark eyes.

Laura's head filled with static, and through the noise she heard JP yelling.

"There may be one chance! To open the Last Gate she – she must give up – immortality!"

JP screamed, a terrifying drawn out scream, and Laura felt herself catapult through time and space, crashing back into her own reality, her hand smeared with blood and JP's cries echoing in her head.


End file.
